SEC Info - Bar-Adon Eshel - ‘4’ for 1/17/20 re: Axos Financial, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bar-Adon Eshel

(Last)

(First)

(Middle)

9205 WEST RUSSELL ROAD

SUITE 400

(Street)

LAS VEGAS

89148

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Axos Financial, Inc. [ AX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
1/17/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	1/17/20		M		2,091	A	$30.45	91,674	D
Common Stock ⁽¹⁾	1/17/20		F		852 ⁽²⁾	D	$30.45	90,822	D
Common Stock								1,641	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units ⁽³⁾	$0.0 ⁽³⁾	1/17/20		M			2,091	⁽⁴⁾	⁽⁴⁾	Common Stock	2,091	$0.0	23,292	D

Explanation of Responses:

(1) Represents shares of Common Stock issued on January 17, 2020 following the vesting of Restricted Stock Units ("RSUs") which vest one-third each year. The RSUs were previously granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plan.

(2) Represents shares of Common Stock retained by Axos Financial, Inc. for tax withholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSUs.

(3) The RSUs were granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights.

(4) The RSUs vest over three years, one-third on each anniversary date of grant.

	By: Andrew J. Micheletti For: Eshel Bar-Adon	1/21/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Bar-Adon Eshel – ‘4’ for 1/17/20 re: Axos Financial, Inc.

On: Tuesday, 1/21/20, at 4:26pm ET · For: 1/17/20 · Accession #: 1299709-20-8 · File #: 1-37709

Previous ‘4’: ‘4’ on 12/20/19 for 12/19/19 · Next: ‘4’ on 3/13/20 for 3/12/20 · Latest: ‘4’ on 3/27/24 for 3/23/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Bar-Adon Eshel – ‘4’ for 1/17/20 re: Axos Financial, Inc.

On: Tuesday, 1/21/20, at 4:26pm ET · For: 1/17/20 · Accession #: 1299709-20-8 · File #: 1-37709

Previous ‘4’: ‘4’ on 12/20/19 for 12/19/19 · Next: ‘4’ on 3/13/20 for 3/12/20 · Latest: ‘4’ on 3/27/24 for 3/23/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents